What do Buffalo Wild Wings, Campbell’s Soup, Hershey’s kisses and Qdoba Mexican Eats have in common?
Lawyers from nearly a dozen Am Law 100 firms are advising the corporate parents of those delectable brands on a quartet of deals announced this holiday season.
Campbell Soup Co. announced Monday that it would acquire Snyder’s-Lance Inc., a maker of Archway cookies, Cape Cod and Kettle potato chips, Hanover pretzels and Pop Secret popcorn, in a $4.87 billion deal that will nearly double the acquirer’s revenue for backed snacks.
Michael Aiello, a veteran dealmaker and chairman of Weil, Gotshal & Manges’ 600-lawyer corporate department, is leading a team from the firm advising Campbell’s on the transaction. The Camden, New Jersey-based company’s general counsel is Adam Ciongoli, a Kirkland & Ellis alum and former U.S. Supreme Court clerk who took over as in-house legal chief in 2015.
Other Weil lawyers working on the matter for Campbell’s—known for its namesake canned soup and Goldfish crackers—include antitrust partner Steven Newborn, executive compensation and benefits partner Paul Wessel, tax partner Kenneth Heitner, banking and finance partners Morgan Bale and Danek Freeman, capital markets partner Frank Adams, technology and intellectual property transactions partner Michael Epstein, environmental and regulatory partner Annemargaret Connolly and counsel Matthew Morton and John O’Loughlin.
Charlotte, North Carolina-based Snyder’s-Lance has turned to a team of lawyers from Jenner & Block to handle its proposed sale to Campbell’s, a deal that both companies expect to close in the second quarter of 2018. Jenner & Block, which served as securities and corporate governance counsel to Snyder’s-Lance two years ago on its $1.91 billion buy of San Francisco-based snack maker Diamond Foods Inc., is fielding a team on the current deal being led by corporate partners Kevin Collins, Edward Prokop and Jason Casella.
Gail Myers has spent the past three years as general counsel for Snyder’s-Lance, while Eckert Seamans Cherin & Mellott partner and former firm public finance chair C. Peter Carlucci Jr. in Harrisburg, Pennsylvania, serves as a member of the company’s board of directors.
Meanwhile, The Hershey Co. is being advised by Skadden, Arps, Slate, Meagher & Flom on its $921 million acquisition—also announced Monday—of SkinnyPop popcorn and Paqui tortilla chips maker Amplify Snack Brands Inc. Skadden M&A partners Martha McGarry, Thomas Greenberg and Maxim Mayer-Cesiano are handling the deal for Hershey, along with antitrust partners Steven Sunshine and Maria Raptis, IP and technology partner Bruce Goldner, tax partners David Rievman and Brian Krause and executive compensation partner Joseph Penko.
Skadden has been a longtime legal adviser to Hershey, having handled the Pennsylvania-based company’s $492 million purchase of an 80 percent stake in Shanghai Golden Monkey Food Joint Stock Co. Ltd. in 2014. Hershey hired Leslie Turner as its general counsel in 2012.
Amplify, which expects its sale to Hershey to close in the first quarter of 2018, is being advised on the transaction by Goodwin Procter technology companies and capital markets partner Bradley Weber and M&A partners James Matarese and Andrew Goodman. The Austin, Texas-based target also tapped Goodwin Procter last year to advise on its $391 million acquisition of British snack maker Tyrrells.
San Diego-based restaurant chain owner Jack In The Box Inc. announced Tuesday that it would unload its struggling Qdoba unit to funds affiliated with buyout giant Apollo Global Management LLC for about $305 million in cash. The deal, which is expected to close in April 2018, covers more than 700 owned and franchised Qdoba restaurants.
Gibson, Dunn & Crutcher corporate partner Jonathan Layne is representing Jack In The Box on the deal, along with employee benefits partner Sean Feller, tax partner David Rosenauer, finance partners Linda Curtis and Andrew Cheng and IP partner David Kennedy. Jack In The Box’s chief legal and risk officer Phillip Rudolph, a former Gibson Dunn litigation partner, told sibling publication Corporate Counsel in 2015 that the best advice he ever received came from fellow former Gibson Dunn litigator Robert Cooper: “Never try to be someone that you’re not.”
Morgan, Lewis & Bockius partners Robert Robison and Kristen Ferris are working with Paul, Weiss, Rifkind, Wharton & Garrison in counseling Apollo, whose chief legal officer is John Suydam. Apollo turned to Paul Weiss in 2014 to advise on its $1.3 billion acquisition of Irving, Texas-based family restaurant chain Chuck E. Cheese. Morgan Lewis has also previously handled matters for Apollo, having been tapped by the buyout giant in 2016 for its $1.36 million purchase of The Fresh Market Inc.
Apollo was also represented by Morgan Lewis in 2013 on its sale of a majority stake in CKE Restaurants Holdings Inc.—the parent company of the Carl’s Jr., Green Burrito and Hardee’s restaurants chains—to Atlanta-based private equity firm Roark Capital Group. Arby’s Restaurant Group Inc., an affiliate of the latter, announced shortly after Thanksgiving its $2.4 billion acquisition of Buffalo Wild Wings Inc., the parent company of the casual dining chain and sports bar franchise of the same name.
Roark Capital, which turned to King & Spalding to advise on the CKE deal in 2013, as well as its $130 million acquisition of the Arby’s restaurant business in 2011, is being advised by White & Case global M&A head John Reiss and M&A partner Chang-Do Gong on its purchase of Buffalo Wild Wings. Stephen Aronson serves as managing director and general counsel for Roark, which also owns eateries like Auntie Ann’s, Carvel, Cinnabon and Moe’s Southwest Grill.
Faegre Baker Daniels corporate partners Steven Kennedy, Michael Stanchfield and Kate Sherburne are representing Minneapolis-based Buffalo Wild Wings. Emily Decker serves as general counsel for the company, which raised $51 million through an initial public offering in November 2003. Securities filings from the time show that the listing generated $350,000 in legal fees for the company’s lawyers from Minneapolis-based Fredrikson & Byron. (Warren Mack, a Fredrikson & Byron partner, retired from Buffalo Wild Wings’ board of directors last year as the company came under pressure from activist investors.)
Cleary Gottlieb Steen & Hamilton corporate partners Ethan Klingsberg, James Langston and Duane McLaughlin are representing The Goldman Sachs Group Inc. in its role as financial adviser to Buffalo Wild Wings on its proposed sale to Roark. The deal is expected to close in April 2018.